Additional Put Rights Sample Clauses

Additional Put Rights. If by December 15, 2003 the Private Letter Ruling is either not issued, or contains (or fails to contain) language the presence (or absence) of which in the written opinion of Xxxxxxxxxx & Xxxxx LLP (or other nationally recognized tax counsel) should have a materially adverse effect on Buyer's ability to claim Tax Credits, then Buyer shall have the option to require MHSI to purchase all or a portion of its Membership Interest, effective as of December 31, 2003 (the "Put Date") (provided, however, that the actual transfer of the Membership Interest will not occur until the expiration of any waiting period, if applicable, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and provided, further, during the period between the Put Date and the date of the actual transfer of the Membership Interest, Buyer will be deemed to have waived its financial participation in the Company within the meaning of Section 4.1(h) of the LLC Agreement (notwithstanding that the conditions for such a waiver may not otherwise have been met)) upon payment by Buyer to MHSI on such date of $7,350,000 (in the case the full Membership Interest is sold or, in the case of a partial sale, such amount multiplied by the portion of the Membership Interest that is sold), which option shall be exercisable by delivery of a written notice to MHSI and the Company after December 15, 2003 and before December 30, 2003; provided, however, that Buyer shall not be obligated to make such Put Payment upon exercise of the put option if aggregate sales (not counting Excluded Sales) of synthetic fuel produced at the Facilities fall below 525,000 tons in either of the third or fourth Quarters in 2003.

Additional Put Rights. If the rights set forth in Section 12(b)(i) have been exercised in full and, after giving effect to the full exercise of the such rights, Mediconsult's Membership Interest represents 90% of the total Membership Interests, then, unless a Breaching Event has occurred and is continuing with respect to such Non-Mediconsult Member, a Health Event has occurred with respect to such Non-Mediconsult Member or the Nonperformance Event has occurred at or before the date a Non-Mediconsult Member otherwise could exercise his rights under this Section, during the period from December 31, 2001 to, but not including, December 31, 2002, each Non-Mediconsult Member shall have the right to sell to Mediconsult, and Mediconsult shall be required to purchase, such Non-Mediconsult Member's entire, but not less than the entire, remaining Membership Interest (the "Remaining Interests") for the Additional Put Purchase Price. The purchase price (the "Additional Put Purchase Price"), shall be paid in shares of Common Stock and shall equal to the product of 500,000 multiplied by the fraction created by dividing (x) the total Membership Interest held by such Remaining Minority Member ("Pro Rata Additional Put Interests") by (y) the total Membership Interests held by all Remaining Minority Members (collectively, the "Aggregate Additional Put Interests"). An Additional Put Right may be exercised by a Non- Mediconsult Member, during the period from December 31, 2001 to, but not including December 31, 2002, by (i) providing Mediconsult with written notice of the exercise of the Additional Put Right and certifying that the rights of all Non-Mediconsult Members under Section 12(b)(i) hereof have been exercised in full, (ii) the payment by such Non-Mediconsult Member of US$12,500,000 multiplied by the fraction created by dividing such Non- Mediconsult Member's Membership Interest by the total Membership Interests held by all Non-Mediconsult Members, (iii) the execution and delivery of a subscription agreement, in a form satisfactory to Mediconsult, containing appropriate securities law transfer restrictions and representations of such Member for purposes of establishing any applicable exemptions from the securities laws and (iv) the execution and delivery of any agreement, documents or other instruments of sale, transfer, conveyance or assignment as Mediconsult may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Mediconsult, and to confirm Me...

Additional Put Rights. In addition to the Shareholder's Put Right set forth in subparagraph 5(a) hereof, the Shareholder shall have Put Rights in the event that (i) the Shareholder's employment with the Company is terminated without cause pursuant to Paragraph 11 of the Employment Agreement dated of even date herewith between the Company and the Shareholder, or (ii) the Company files a registration statement under the Act for an Initial Public Offering. The Put Exercise Period in the event of the termination of employment of the Shareholder as set forth above shall commence on the effective date of termination of employment and expire thirty (30) days thereafter and, in the event of the filing of a registration statement for an Initial Public Offering, the Put Exercise Period shall commence on the date of filing of such registration statement and terminate on the date of closing of the Initial Public Offering. The EBITDA Value shall be determined for the twelve (12) month period ending immediately prior to the first day of the month in which the Shareholder gives a Put Exercise Notice pursuant to this subparagraph. Further, in the event the Shareholder exercises his Put Right based upon the filing of a registration statement for an Initial Public Offering, the Fair Market Value shall be the EBITDA Value. If the Shareholder does not give a Put Exercise Notice with respect to an Initial Public Offering within the applicable Put Exercise Period (as set forth above), the Shareholder's Put Right with respect thereto shall terminate as set forth in

Additional Put Rights. 41 SECTION 5.20 Ancillary Agreements .......................................... 41 SECTION 5.21 NYMEX Seats ................................................... 41 SECTION 5.22 Pepco Trading Book ............................................ 41 SECTION 5.23

Additional Put Rights. (a) If the IPO has not occurred within two (2) years of the Closing Date, MLCS or its Affiliates shall have the right to sell the Membership Interests to Allegheny for an amount equal to $115,000,000 plus interest, compounded quarterly, on such amount equal to the prime rate of Citibank, N.A., calculated on a basis of a year of 360 days for the actual number of days elapsed from the Closing Date through the date of payment.